Exhibit 10.4


 


AMENDMENT NO. 1 TO

CREDIT AGREEMENT


 


This AMENDMENT
NO. 1 (this “Amendment”) dated as of June 9, 2004, to the CREDIT AGREEMENT
dated as of March 3, 2003, as amended and restated as of December 5,
2003 (the “Credit Agreement”) among PENN NATIONAL GAMING, INC. as Borrower; the
Subsidiary Guarantors party hereto; the Lenders party hereto; BEAR, STEARNS
& CO. INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as
original joint lead arrangers and original joint bookrunners (in such capacities,
together with their successors in such capacities, “Original Lead Arrangers”);
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as syndication agent
(in such capacity, together with its successors in such capacity, “Syndication
Agent”); BEAR, STEARNS & CO. INC., as sole lead arranger and sole
bookrunner in connection with the Term D Loan Facility and the amendment
and restatement of the original credit agreement (the “New Lead Arranger”;
together with the Original Lead Arrangers, the “Lead Arrangers”); BEAR STEARNS
CORPORATE LENDING INC., as swingline lender (“Swingline Lender”), as
administrative agent (in such capacity, together with its successors in such
capacity, “Administrative Agent”) and as collateral agent (in such capacity,
together with its successors in such capacity, “Collateral Agent”); and SOCIETE
GENERALE and CREDIT LYONNAIS NEW YORK BRANCH, as joint documentation agents (in
such capacities, together with their successors in such capacities,
“Documentation Agents”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.


 


R E C I T A L S :


 


WHEREAS, Borrower requests that certain modifications be made to Sections
2.09, 10.04 and 10.08 of the Credit Agreement.


 


WHEREAS, pursuant to Section 13.04 of the Credit Agreement, the
consent of the Majority Lenders is necessary to effect this Amendment.


 


NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


A G R E E M E N T :


 


SECTION 1.                                Amendments.


 


(a)                                  Section 1.01
of the Credit Agreement shall be amended to include the following definition:


 


“Bangor Historic
Track Facility” shall mean the Gaming Facility known
as “Bangor Raceway” located in Bangor, Maine.


 


(b)                                 The
first sentence of Section 2.09(b)(iii) of the Credit Agreement is amended
to read in its entirety as follows:


 

















 


“In addition to the foregoing, and provided that the Consolidated Senior Leverage Ratio
is less than 2.25 to
1.00, Borrower shall have the right to elect to make a pro rata offer to prepay the
Term D Facility Loans then outstanding and apply any amounts not accepted for
such prepayment to repurchase Permitted Subordinated Indebtedness and/or
Borrower Outstanding Bonds in accordance with Section 10.10(v).”


 


(c)                                  Section 10.04(p)
of the Credit Agreement is amended to delete the following language:


 


“no more than $50.0 million of which shall be from the incurrence of
Indebtedness, no more than $50.0 million of which shall be from an Equity
Issuance (exclusive of the fees and expenses incurred in connection with the
issuance of such Indebtedness or such Equity Issuance),”.


 


(d)                                 Section 10.08(d)(ii)
of the Credit Agreement is amended so that clause (A) thereof reads as follows:


 


“(A) (x) $90.0 million at the Charles Town Facility less
Expansion Capital Expenditures totaling $25.9 million previously incurred since
March 3, 2003; provided, however, that any Expansion Capital
Expenditure at the Charles Town Facility shall not extend past
December 31, 2006 and (y) $75.0 million at the Bangor Historic Track
Facility
provided, however, that any Expansion Capital Expenditure at the
Bangor Historic Track Facility shall not extend past December 31, 2005,”


 


(e)                                  Section 10.10(a)(v)
of the Credit Agreement is amended to read in its entirety as follows:


 


“so long as the Consolidated Senior Leverage Ratio is less than 2.25 to 1.00, payment of or repurchase,
redemption, retirement, acquisition or cancellation of Borrower’s and its
Restricted Subsidiaries’ Permitted Subordinated Indebtedness and/or Borrower
Outstanding Bonds with all or any portion of the amounts by which Borrower
offered to prepay the Term D Facility Loans then outstanding in accordance with
Section 2.09(b)(iii) but that were declined in accordance with such
Section 2.09(b)(iii);”


 


SECTION 2.                                Representations and
Warranties.  The Credit Parties
hereby affirm and restate the representations and warranties made by it in the
Credit Agreement and confirm that all such representations and warranties are
true and correct in all material respects as of the date hereof, after giving
effect to the effectiveness of this Amendment, except to the extent that any
such representation and warranty specifically relates to an earlier date.


 


SECTION 3.                                Miscellaneous.


 


(a)                                  This
Amendment relates only to the specific matters covered herein and shall not
constitute a consent to or waiver or modification of any other provision, term
or condition of the Credit Agreement.


 

















 


(b)                                 All
terms, provisions, covenants, representations, warranties, agreements and
conditions contained in the Credit Agreement shall remain in full force and
effect except as expressly provided herein.


 


(c)                                  This
Amendment shall become effective when, and only when (i) Administrative Agent
shall have received counterparts of this Amendment executed by Borrower and the
Subsidiary Guarantors and a number of Lenders sufficient to constitute the
Majority Lenders; and (ii) and Borrower has paid all reasonable costs and
expenses of Administrative Agent in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, if any (including, without limitation, the reasonable fees
and expenses of Cahill Gordon & Reindel LLP) in accordance with the terms of Section 13.03 of the
Credit Agreement.


 


(d)                                 From
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereof,” “herein,” “hereby” or words of like import
shall be deemed to be a reference to the Credit Agreement as amended by this
Amendment.


 


(e)                                  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.


 


(f)                                    This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York without regard to principles of conflict of laws.


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first above written.


 


	
   

  	
  PENN NATIONAL GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Clifford

  
	
   

  	
   

  	
  Name: William J.
  Clifford

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer and Senior Vice

  President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  Penn National
  Gaming, Inc.

  
	
   

  	
  825 Berkshire
  Boulevard

  
	
   

  	
  Suite 200

  
	
   

  	
  Wyomissing,
  Pennsylvania  19610

  
	
   

  	
   

  
	
   

  	
  Contact
  person:  Robert S. Ippolito

  
	
   

  	
  Telecopier
  No.:  (610) 376-2842

  
	
   

  	
  Telephone
  No.:  (610) 378-8384

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BACKSIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert S. Ippolito

  
	
   

  	
   

  	
  Name: Robert S.
  Ippolito

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLLYWOOD CASINO-AURORA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin DeSanctis

  
	
   

  	
   

  	
  Name: Kevin
  DeSanctis

  
	
   

  	
   

  	
  Title: President

  
				



 

















 


	
   

  	
  BANGOR AQUISITION CORP.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin DeSanctis

  
	
   

  	
   

  	
  Name: Kevin
  DeSanctis

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANGOR HISTORIC TRACK, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin DeSanctis

  
	
   

  	
   

  	
  Name: Kevin
  DeSanctis

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEL’S-SEAWAY SHRIMP & OYSTER

  COMPANY, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin DeSanctis

  
	
   

  	
   

  	
  Name: Kevin
  DeSanctis

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNGI CHARLES TOWN
  GAMING LIMITED

  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PENN NATIONAL GAMING OF WEST VIRGINIA, INC.,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert S. Ippolito

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Robert S. Ippolito

  
	
   

  	
   

  	
   

  	
  Title: Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNGI CHARLES TOWN FOOD & BEVERAGE LIMITED LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s Richard Moore

  
	
   

  	
   

  	
  Name: Richard Moore

  
	
   

  	
   

  	
  Title: Manager

  
						



 

















 


	
   

  	
  PENN NATIONAL GSFR, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PENN NATIONAL GAMING, INC.,

  Sole Member and Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert S. Ippolito

  	
   

  
	
   

  	
   

  	
  Name: Robert S. Ippolito

  
	
   

  	
   

  	
  Title: Vice President, Secretary and

  
	
   

  	
   

  	
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PENN NATIONAL SPEEDWAY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J.
  Carlino

  	
   

  
	
   

  	
   

  	
  Name: Richard J.
  Carlino

  
	
   

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  W-B DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Clifford

  	
   

  
	
   

  	
   

  	
  Name: William J.
  Clifford

  
	
   

  	
   

  	
  Title: President

  
								



 

















 


	
   

  	
  WILKES BARRE DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Clifford

  	
   

  
	
   

  	
   

  	
  Name: William J.
  Clifford

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Robert S.
  Ippolito

  	
   

  
	
   

  	
   

  	
  Name: Robert S.
  Ippolito

  
	
   

  	
   

  	
  Title: Treasurer

  
						



 


 


	
   

  	
  On behalf of the
  Subsidiary Guarantors listed below:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BSL, INC.

  
	
   

  	
  BTN, INC.

  
	
   

  	
  CHC CASINOS CORP.

  
	
   

  	
  CRC HOLDINGS, INC.

  
	
   

  	
  THE DOWNS RACING, INC.

  
	
   

  	
  EBETUSA.COM, INC.

  
	
   

  	
  HOLLYWOOD CASINO CORPORATION

  
	
   

  	
  HOLLYWOOD MANAGEMENT, INC.

  
	
   

  	
  HWCC DEVELOPMENT CORPORATION

  
	
   

  	
  HWCC-HOLDINGS, INC.

  
	
   

  	
  HWCC-GOLF COURSE PARTNERS, INC.

  
	
   

  	
  HWCC-TRANSPORTATION, INC.

  
	
   

  	
  HWCC-TUNICA, INC.

  
	
   

  	
  LOUISIANA CASINO CRUISES, INC.

  
	
   

  	
  MILL CREEK LAND, INC.

  
	
   

  	
  MOUNTAINVIEW THOROUGHBRED

  RACING ASSOCIATION

  
	
   

  	
  NORTHEAST CONCESSIONS, INC.

  
	
   

  	
  PNGI POCONO, INC.

  
	
   

  	
  PENN BULLPEN, INC.

  
	
   

  	
  PENN BULLWHACKERS, INC.

  
	
   

  	
  PENN MILLSITE, INC.

  
	
   

  	
  PENN NATIONAL GAMING OF

  WEST VIRGINIA, INC.

  
	
   

  	
  PENN NATIONAL HOLDING COMPANY

  
	
   

  	
  PENN SILVER HAWK, INC.

  
	
   

  	
  PENNSYLVANIA NATIONAL TURF

  CLUB, INC.

  
	
   

  	
  STERLING AVIATION, INC.

  



 

















 


	
   

  	
  BEAR, STEARNS & CO. INC.,

  
	
   

  	
   

  	
  as Original Joint Lead Arranger and
  Original Joint

  Bookrunner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith C. Barnish

  	
   

  
	
   

  	
   

  	
  Name:  Keith C. Barnish

  
	
   

  	
   

  	
  Title:  Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR, STEARNS & CO. INC.,

  
	
   

  	
   

  	
  as Sole Lead Arranger and Sole Bookrunner
  for the

  Term D Loan Facility and the Amendment and

  Restatement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith C. Barnish

  	
   

  
	
   

  	
   

  	
  Name:  Keith C. Barnish

  
	
   

  	
   

  	
  Title:  Senior Managing Director

  



 

















 


	
   

  	
  MERRILL LYNCH,
  PIERCE, FENNER & SMITH

  
	
   

  	
  INCORPORATED,

  	
   

  
	
   

  	
   

  	
  as Original Joint
  Lead Arranger, Original Joint

  Bookrunner and Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. O’Brien

  	
   

  
	
   

  	
   

  	
  Name:  Michael E. O’Brien

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merrill Lynch,
  Pierce Fenner & Smith

  
	
   

  	
   

  	
  Incorporated

  	
   

  
	
   

  	
   

  	
  4 World
  Financial Center

  
	
   

  	
   

  	
  250 Vesey Street

  
	
   

  	
   

  	
  New York, New York  10080

  
	
   

  	
   

  	
  Attention:  Michael O’Brien

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (212) 449-4877

  
	
   

  	
   

  	
  Telephone
  No.:  (212) 449-0948

  
						



 

















 


	
   

  	
   

  
	
   

  	
  BEAR STEARNS
  CORPORATE LENDING INC.,

  
	
   

  	
   

  	
  as Administrative
  Agent, Swingline Lender,

  and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor Bulzacchelli

  	
   

  
	
   

  	
   

  	
  Name:  Victor Bulzacchelli

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bear Stearns
  Corporate Lending Inc.

  
	
   

  	
   

  	
  383 Madison
  Avenue

  
	
   

  	
   

  	
  New York, New
  York 10179

  
	
   

  	
   

  	
  Attention:  Stephen O’Keefe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (212) 272-9184

  
	
   

  	
   

  	
  Telephone
  No.:  (212) 272-9430

  
					



 

















 


	
   

  	
  SOCIETE GENERALE,

  
	
   

  	
  as Joint Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carina T. Huynh

  	
   

  
	
   

  	
   

  	
  Name:  Carina T. Huynh

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 

















 


	
   

  	
  CALYON NEW 
  YORK BRANCH,

  
	
   

  	
  as Joint Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Attila Coach

  	
   

  
	
   

  	
   

  	
  Name:  Attila Coach

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Herrera

  	
   

  
	
   

  	
   

  	
  Name:  F. Frank Herrera

  
	
   

  	
   

  	
  Title:  Director